Section 5

Section 1

The Annual Meeting of the members of the Association shall be held at a place in Canada designated by the Executive of the Association. The period between Annual Meetings shall not be less than nine months nor greater than fifteen months elapsed time and shall generally be one year apart.

Section 2

Sixty days prior written notice shall be given to each member of any Annual or Special Meeting of the members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member that he has the right to vote by proxy.

Section 3

In order to conduct business a quorum shall consist of ten eligible voting members of the Association. A member may, by means of proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.

Section 4

Each voting member can go directly to the Annual Meeting to vote or can send his/her proxy.

Section 5

Each voting member is allowed one vote per issue. Section 6Members (10) have a right to requisition a meeting and directors shall call the meeting.

Section 1

The officers of the Association shall be a President, Vice-President, Secretary- Treasurer and two members-at-large. The officers shall comprise the board of directors and shall be active members of the association and shall reside and be employed in Canada. The members-at-large shall be elected in alternate years. Such other officers as may be by-law determined.

Section 2

The officers/directors of the Association shall be elected at an Annual General Meeting of the Association. Such duly elected officers/directors shall hold office for two years. Officers/directors shall be eligible for re-election. No member shall hold more than one elected office at any one time.

Section 3

Election shall be by ballot and a majority vote shall be required to elect. Their term of office shall begin at the close of the annual business meeting at which they are elected.

Section 4

In the event of a vacancy created on the Executive of the Association, the President shall have the power to appoint any member eligible to hold office to fill that vacancy for the remainder of that term. In the event of the position of President being vacated, the Vice- President shall automatically assume the role of President and may appoint any member eligible to hold office to the position of Vice-President.

Section 5

All officers/directors are removable for any reason by the members.

Section 6

The corporation shall be managed by the directors.

Section 7

There shall be no remuneration for the officers/directors other than expenses incurred to attend the annual business meeting.

Section 8

The Secretary/Treasurer shall have custody of the corporate seal.

Section 9

The applicants named in the letters patent shall be the first directors of the corporation until June, 1995 meeting of the members. At which time their successors shall be elected.

Section 10

Meetings of the board of directors/officers may be held at any time and place to be determined by the directors/officers provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director/officer. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors/officers. No error or omission in giving notice of any meeting of the board of directors/officers of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director/officer may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director/officer is authorized to exercise one (1) vote.

Section 1

The President shall be the Chief Executive Officer of the Association. He shall preside over all meetings of the Association. He shall have the general and active management of the business of the Association. He shall see that all orders and resolutions of the Executive are carried into effect and he or the Vice-President with the Secretary/Treasurer or other officer appointed by the Executive for the purpose shall sign all by-laws and other documents requiring the signature of the officers of the Association.

Section 2

The Vice-President shall in the absence of the President perform and exercise the duties and powers of the President and shall in the disability or resignation of the President assume the role of the President. The Vice-President shall also chair the Scientific Program Committee and organize the Annual Scientific Session.

Section 3

The Secretary/Treasurer shall attend all sessions of the Executive and all meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary/Treasurer shall give or cause to be given notice of all meetings of the members and of the Executive. The Secretary/Treasurer shall have the custody of the Association’s funds and security and shall keep full and accurate accounts of the receipts and disbursements in the books belonging to the Association and shall deposit all monies and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Executive from time to time. The Secretary/Treasurer shall disburse the funds of the Association as may be ordered by the Executive, taking proper vouchers for disbursements, and shall render to the President whenever it is requested an account of all transactions and of the financial position of the Association. The Secretary-Treasurer shall also perform such other duties as may from time to time be determined by the Executive.

Section 4

The Directors shall sit on the Constitution Committee and may also assist in the work of other committees at the discretion of the President.

Section 1

The officers/directors at each annual meeting shall recommend the annual dues for the succeeding fiscal year. This shall be subject to approval of a two-thirds majority vote of those in attendance at the annual business meeting. The fiscal year of the Association shall be from one scheduled annual meeting to the next scheduled annual meeting. The books shall be closed three business days prior to scheduled annual meeting. All monies paid out or received after the closing of the books shall be recorded as transactions of the new fiscal year.

Section 2

The Secretary/Treasurer shall notify all members in arrears for dues. Members delinquent for one year shall have their membership revoked by the Officers/Directors.

The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Ministry of Consumer and Corporate Affairs has been obtained

Contracts, documents and any instruments in writing requiring the signature of the Association shall be signed by any two of the President, Vice-President and Secretary/Treasurer, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality.

The officers/directors may decide that matters of importance to the Association may be voted on by mail between annual meetings, except where the Act requires a meeting. This vote will be conducted by the Secretary/Treasurer. A deadline of thirty days will be imposed from time of mailing of the ballot to return of the ballot. To pass the motion, at least sixty-seven percent of the votes received must be affirmative.

It is specially provided that in the event of dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada carrying on similar activities.

The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the board of directors.